exhibit_10-11.htm










Exhibit 10.11


 




[Free Translation from Hebrew]





 


State of Israel


Ministry of Trade and Industry


Industrial Research and Development Administration


Office of Chief Scientist


 





Jerusalem, 03-02-2014 


 


Letter of Approval Number: 51487


(Fiscal regulation: 38020101)


Group: 13


Application: 1000554903


Supplier No: 40386806




  



To


Silenseed Ltd.


PO Box 12000


Jerusalem 91120





Letter of Approval





 





	  	
1.

	
We hereby inform you that the research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved in its meeting on 12/12/2013 to approve the program as submitted by you on 10/28/2013, which subject matter is:








 





	  	
a.

	
Subject of approved program: siRNA – Gene Therapy treatment for Pancreatic Cancer








 





	  	
b.

	
Performing the approved program: Silenseed Ltd.








 





	  	  	
Registration Number: 514207778


	 	
(hereinafter – the “Approved Program”)







 



	  	
2.

	

a. The research and development expenses approved for the performance of the approved program will be in an amount of up to: NIS8,000,000.


In words: Eight Million NIS.


b. The rate of grant approved is 60% of the development expenses (addition with respect to a national priority zone A/ line of confrontation), which is up to an amount of NIS 4,800,000.


In words: Four Million and Eight Hundred Thousand NIS.










 





	  	
3.

	
The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures promulgated thereunder and subject to the following terms:








 





	  	
a.

	
The approved program will be performed as detailed in your request within a period of 12 months – commencing 11/01/2013 and until 10/31/2014 (hereinafter: the “Performance Period”).








 





	  	
b.

	
(1) You must inform the Office of the Chief Scientist about every change in the control of the recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate in the company’s profits.



(2) Transferring any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.


The letter of approval shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of Industry, Trade and Employment.










 




  





  











  






 





	  	
c.

	
Additional terms:


Royalties shall be paid of the Company's total revenues.








 





	  	
d.

	
See the appendix in the matter of intellectual property.








 





	  	
e.

	
In the event of pledging the company’s assets to an Israeli bank against credit, the company must ensure that the pledge shall be subject to the R&D Law.








 





	  	
f.

	
If the plan is connected to an agreement with an academic institution or an academic implementation company, the company must ensure that the agreement is subject to the provisions of the R&D Law.








 





	  	  	
Sincerely,


	  	  	  
	  	  	
/s/ Avi Hasson


	  	  	
Avi Hasson


The Chief Scientist







 


Attached:



 





	  	
1.

	
Budget breakdown appended to the letter of approval.


	  	
2.

	
Letter of commitment.


	  	
3.

	
Rules determined by the research committee for the performance of the provisions of the Law.


	  	
4.

	
Letter of approval intellectual property appendix.








 




  





  











  








 



[Free Translation from Hebrew]





 


State of Israel


Ministry of Trade and Industry


Industrial Research and Development Administration


Office of Chief Scientist / Office Controller





 




03-02-2014 









To:


Silenseed Ltd.


PO Box 12000


Jerusalem 91120










Budget Appendix with respect to Research and Development File Number 41737


Appendix to Letter of Approval





 


Subject to the letter of approval signed by the Chief Scientist from 03/02/2014 and following the decision of the research committee pursuant to Article 17(c) from 12/12/2013 with respect to research and development file which number is 51487


 


Subject of approved program: sirna – Gene Therapy treatment for Pancreatic Cancer


 


and performed by Silenseed Ltd.


 


Period of research: from 11/01/2013 until 10/31/2014


 


The office’s budget commitment in an amount of up to NIS 4,800,000 is hereby approved for the performance of research and development expenses for the approved program.





	  	  	  	  	  
	

/s/ 



	  	  	  	

/s/ 




	
Vice Chief Scientist

	  	  	  	
Office controller, the Ministry of


Economy


 








 




  





  











  








 



[Summary Translation from Hebrew]


 


This page forms an integral part of the letter of approval


 


Details of the budget for research and development in the matter of: siRNA – Gene Therapy treatment for Pancreatic Cancer


Performance period commencing 11/01/2013 until 10/31/2014


 


Budget page version 1.1


 


Request date


 


Date of latest update 01/22/2012


 





	  	  	
File number:

	  	
51487


	  	  	
Preparation Date:

	  	
01/21/2014


	  	  	
Company

	  	
Silenseed


	  	  	
Company Number

	  	
6378








 





	
A. Human Resources

	  
	
Total Human Resources

	
2,122,576


	  	  
	
B. Materials and consumable tools

	  
	
Total Materials

	
1,876,353


	  	  
	
C. Subcontractors

	  
	
Total Subcontractors

	
3,746,907


	  	  
	
D. Approved Equipment

	  
	
Total

	
214,165


	  	  
	
E. Miscellaneous

	  
	
Total

	
40,000


	  	  
	  	
Total in NIS 8,000,000


	  	
Grant 60% 4,800,000








 


Notes:





A. The person performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the Office of the Chief Scientist at the Ministry of Trade and Employment.


 


B. This budget page is in effect only after signing the letter of approval





 


Signature:


 





	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	

/s/ David Lavie



	  	  	  	

/s/ Silenseed Ltd.



	  	  	  	
2/23/2014

	  	  
	  	  	
Office

	  	  	  	
Company

	  	  	  	
Date

	  	  






 




  





  











  






 





[Free Translation from Hebrew]





 


 Silenseed Ltd.


Number at the registrar of companies: 514207778





 





	
                                                                                                                                            Date: 02.23.14


	
                                                                                                                                         


   Company: 6378


	  	  	  
	
To


 

	  	  
	
Industrial Research and Development Administration, Office of Chief Scientist

	  	  
	
Ministry of Industry, Trade and Employment

	  	  
	
5 Bank Israel, PO Box 3166

	  	  
	
Jerusalem

	  	  






 


Dear Sir,


 


Re: Undertaking Letter and Notice re Commencement of Performance of Approved R&D Plan


Subject: siRNA – Gene Therapy treatment for Pancreatic Cancer


 


File Number: 51487


 


We hereby inform you that we commenced performing the approved plan, according to the referenced approval letter on 01.11.13.


 





	  	
1.

	
We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including:








 





	  	
a.

	
The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing rights deriving from the research and development without the approval of the research committee.








 





	  	
b.

	
To pay royalties and file all reports according to the Law and the Regulations for the Encouragement of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”).








 





	  	
2.

	
We declare that we have read all instructions and procedures for financial reporting for R&D purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to tasks.








 





	  	
3.

	
We consent to the attribution of this file numbered: 51487 to plan 41272


Subject: sirna – Gene Therapy treatment for Pancreatic Cancer.








 





	  	
4.

	
Additional undertakings:


	  	
A. It has been brought to our attention that the amended royalties which were published in the "5759 regulations" dated 03/12/1998, Page 110 (File 5359). According to the amendment stated above, the research grants shall be linked to the dollar and bear yearly interest at the rate of LIBOR.


B. Additional undertakings:


Royalties shall be paid of the Company's total revenues.








 





	  	
5.

	
We hereby declare that we have separated and distinguished account/s in the framework of our financial bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic and only according to documentation.








 





	  	
6.

	
We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of the approval and according to the Administration’s procedures.








 




  





  











  






 





	  	
7.

	
The attached budget, including its details, terms and appendices constitutes a binding framework. Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration.








 





	  	
8.

	
Procedures:








 





	  	
a.

	
The company shall not be entitled to advancement, and all payments shall be in accordance with the financial report.








 





	  	
b.

	
Any additional payment shall be executed according to a detailed financial report which corresponds to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient is obliged to file a financial report once every three months and a technical report at least once every half a year, and this on the Administration’s forms or in the same format.








 





	  	
c.

	
The truthfulness of the financial report shall be confirmed by an authorized representative of the company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported.








 





	  	
d.

	
Any payment with respect to the approved grant shall be considered as advanced payment only until the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company. The payment shall be made following examination of the reports by representatives of the Administration.








 





	  	
e.

	
The company’s books of accounts, including the company’s balance sheets, shall be open for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years from filing the final financial report, the later of the two.








 





	  	
f.

	
The Administration will have the right to set off any sum due from the recipient of the support out of grant approved hereby.








 





	  	
g.

	
The grant’s recipient is not entitled to stop performing the plan without the prior written approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law.








 





	  	
h.

	
The grant’s recipient is obligated to file a final financial report approved by an accountant on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no later than 3 months from the date of completion of the approved plan.








 





	  	
i.

	
The Administration is entitled to demand additional technical reports at any time.








 





	  	
j.

	
An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries item.








 





	  	
k.

	
In the final financial report only expenses accumulated during the approved research period and paid no later than 60 days from its termination shall be recognized.








 





	  	
l.

	
The Administration may demand interest and linkage differentials as provided by law on any sum due to it from the recipient of the grant.








 





	  	
9.

	
The abovementioned terms do not derogate from any statute and law applicable to the grant for this file.








 




  





  











  






 





	  	
10.

	
We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the law.








 


Signature confirmation for the company





 


The undersigned accountant Moshe Cohen hereby confirms that Silenseed Ltd. is lawfully registered in Israel; that Mr. Amotz Shemi has signed this agreement on its behalf, has signed it before me and is authorized to do so on its behalf; that his signature on this agreement binds the company.


 





	
2/23/2014

	  	
/s/ Moshe Cohen


	
Date

	  	
Signature and stamp


	  	  	  






 





	  	  	  	  	  	  	  	  	  	  	  	  	  
	
     /s/ Amotz Shemi 

	  	  	  	
Amotz Shemi

	  	  	  	
CEO

	  	  	  	
Silenseed Ltd.


	  	  	  	  	  	  	  
	
Signature

	  	  	  	
Name

	  	  	  	
Position

	  	  	  	
Company’s stamp








 




  





  











  








 



[Free Translation from Hebrew]





 


State of Israel


Ministry of Trade and Industry


Industrial Research and Development Administration


Office of Chief Scientist





 




Jerusalem, 03-02-2014 






 


Letter of Approval Number: 51487


(Fiscal regulation: 38020101)


Group: 13


Application: 1000554903


Supplier No: 40386806




  



To:


Silenseed Ltd.


PO Box 12000


Jerusalem 91120










Appendix to Letter of Approval


 


Compliance with Intellectual Property Laws





 


We have acknowledged your undertaking from 02.23.14 to comply with intellectual property laws as shall be practiced in Israel from time to time, that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration, including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including interest and linkage differentials according to the law.


 





	 	
Sincerely,


	 	  
	 	
/s/ Avi Hasson


	 	
Avi Hasson


	 	
The Chief Scientist